These Terms & Conditions of Sale (“Terms”) govern all B2B sales of yacht uniforms and related goods and services (“Deliverables”) by Unique Crew SARL (“Seller”) to professional clients (“Buyer”). Buyer’s purchasing terms are excluded unless expressly agreed in writing by Seller. Contract formation occurs as set out in Article 3 (Quote acceptance / Advance Payment).

Order of precedence: (1) the accepted Quote (including approved specifications/branding proofs and any written change orders), (2) these Terms, (3) the Order Confirmation/Acknowledgment (logistics/scheduling only), (4) annexes/exhibits. In case of conflict, the higher-ranked document prevails.

2. Definitions

"Terms": means these Terms and Conditions of Sale

“Buyer”: any professional entity or individual acting for business purposes purchasing Deliverables.

“Deliverables”: yacht uniforms and related goods/services supplied by Seller, including garments, accessories, embroidery, printing, and branding.

“Quote”: Seller’s written commercial offer with pricing and specifications.

“Order Confirmation / Acknowledgment”: the document issued by Seller after Buyer’s acceptance of the Quote (and, where applicable, receipt/clearance of the Advance Payment) confirming receipt, planning, delivery scheduling, back-orders and logistics details. It is evidentiary and administrative only; it is not required to form the contract and does not amend price/specifications unless expressly agreed in writing by both Parties.

“Samples”: any garments, accessories or textile items that the Seller provides to the Buyer for inspection, sizing, evaluation, or approval before the Buyer places an order. Samples may include off-the-shelf items sourced from Seller’s distributors, bespoke or custom prototypes, fabric swatches, digital proofs, or other demonstration pieces intended to illustrate style, fit, colour, material, branding technique, or design. Samples remain the property of Seller unless expressly sold; they must be returned upon request (within a reasonable period notified by Seller) or reimbursed by Buyer if not returned. The provision of Samples does not constitute a binding order, which is only formed upon issuance of an Order Confirmation by Seller. Samples are indicative: minor variations may occur in production due to supplier adjustments or production tolerances.

“Specifications”: the agreed details of Deliverables, including fabrics, sizes, colours, logos, embroidery/print proofs, supplier datasheets, care/label information, and placement.

“Personalised Deliverables”: items branded or customised for Buyer, including embroidery, printing, crew names, vessel names, or numbering.

“Advance Payment (Acompte)”: the upfront payment made at Order Confirmation forming part of the contract price. Under French law this constitutes an acompte (advance payment) and is non-refundable except as expressly provided in these Terms.

“Business Day”: any day other than Saturday, Sunday, or a French public holiday.

“RMA”: Return Merchandise Authorisation issued by Seller before any goods are returned.

“Force Majeure”: event beyond reasonable control (Art. 1218 Code civil), including natural disasters, pandemics, strikes, transport interruptions, raw-material shortages, or governmental restrictions.

“Incoterms® 2020”: ICC delivery rules, defaulting to DAP unless otherwise agreed.

“Credit Note”: commercial document issued in lieu of a refund, valid 12 months from issue.

“Back-Order”: Deliverables temporarily unavailable from suppliers, to be delivered once stock is replenished.

“Personal Data”: has the meaning in the GDPR (EU) 2016/679.

3. Order Formation & Approvals

3.1 Contract formation. The contract is formed upon the earliest of: (i) Buyer’s written acceptance of the Quote (including email “Agreed/Confirmed” or a purchase order referencing the Quote); or (ii) Seller’s receipt and clearance of the Advance Payment (acompte) stated by Seller.

3.2 Order Confirmation / Acknowledgment. Any Order Confirmation/Acknowledgment issued thereafter confirms receipt and logistics/scheduling; it does not by itself constitute acceptance or modify the contract unless expressly agreed in writing by both Parties.

3.3 Approvals. Buyer is responsible for final approval of sizes, branding proofs and any artwork. The last approved proof governs production.

3.4 Changes after formation. Any change to items, quantities, branding, specifications or timelines requires written agreement via a change order or a revised Quote accepted per Article 3.1. The Order Confirmation/Acknowledgment does not amend commercial terms unless it states the change and Buyer confirms in writing.

4. Cancellation

Orders become binding upon issuance of an Order Confirmation. The 50% Advance Payment (acompte) is non-refundable, except if:

Seller cancels the Order without justification; or
Seller cannot supply Deliverables due to Force Majeure or discontinuation/unavailability.

If cancellation occurs after branding, embroidery, or printing has begun, Buyer remains liable for the full order value, less any sums already paid.

5. Prices, Payment & Taxes

5.1 Prices are as per Quote/Order Confirmation, exclusive of VAT, duties, and delivery.

5.2 Discounts are applied in line with Seller’s Discount Policy (available on request or via Seller’s website). Not all products may qualify for a discount. Prices and availability are confirmed at the time of Order Confirmation. No early-payment discount applies unless expressly stated.

5.3 Payment terms. 50% Advance Payment (acompte) upon Quote acceptance and 50% prior to dispatch, or 100% advance if requested by Seller. No work or dispatch begins until the advance is received and cleared.

5.4 All invoices are payable immediately.

5.5 Late payments incur statutory interest plus a €40 recovery fee (Art. L441-10 Code de commerce), without prejudice to higher actual costs.

5.6 Buyer may not withhold, retain, or set off payments due to claims; claims must be raised separately.

5.7 Seller may withhold delivery until all due payments have cleared in full and may reschedule delivery accordingly.

5.8 VAT: Buyer must provide valid VAT/exemption documentation (domestic, intra-EU, export). If missing or invalid, Seller may charge applicable VAT.

6. Delivery, Risk & Title

6.1 Delivery is DAP (Incoterms® 2020) unless otherwise agreed.

6.2 Seller may deliver in instalments; each instalment is invoiceable separately. Delay in one instalment does not cancel others.

6.3 Seller may deliver available items first and maintain Back-Orders. Back-Orders remain binding unless cancelled by mutual written agreement. Where supplier stock remains unavailable for an extended period, Seller may, at its option, propose substitutions of comparable quality/specification or issue a Credit Note for the undeliverable items.

6.4 Risk transfers per Incoterms.

6.5 Title remains with Seller until full payment. Buyer must keep Deliverables identifiable and insured until paid in full. Seller may exercise a lien/retention over Deliverables not yet delivered if amounts remain unpaid.

7. Timelines, Inspection & Acceptance

7.1 Delivery dates stated in the Order Confirmation are binding target dates, subject to stock availability, timely Buyer approvals, Seller’s operational capacity, and possible seasonal or logistics bottlenecks. Seller shall notify Buyer of expected delays and provide revised delivery dates. Delays do not entitle Buyer to cancel or withhold payment, except if exceeding 90 days beyond a binding date due solely to Seller and not caused by stock or branding unavailability.

7.2 Buyer must inspect Deliverables promptly upon delivery for conformity in quantities, sizes, branding, and general quality. Any claim for shortages or non-conformities must be notified in writing within 7 Business Days of delivery (30 days for latent defects), with evidence (photos, samples). Buyer must preserve Deliverables for inspection. Any use beyond reasonable inspection constitutes acceptance.

7.3 Minor variations inherent to textile production—including shade differences, size variations, and logo/embroidery placement—consistent with industry practice and supplier specifications are considered commercially acceptable tolerances and shall not constitute defects or grounds for rejection.

8. Warranty & Claims

8.1 Seller passes on any manufacturer warranties where available. In absence of such warranties, Buyer’s claim rights are limited to the time periods under §7.2.

8.2 Remedies are limited to repair, replacement, or issuance of a Credit Note, at Seller’s discretion. No refunds.

8.3 Exclusions: normal wear, misuse, improper laundering, UV/salt exposure, or Buyer-provided errors. Buyer must reasonably cooperate in any investigation of claims.

9. Returns

Returns are subject to Annex A – Returns, Warranty & RMA Policy.

10. Intellectual Property & Data

10.1 Buyer warrants rights in all logos/artwork and indemnifies Seller against third-party claims.

10.2 Seller retains rights in its own branding, know-how, and processes.

10.3 Data Protection: each party shall comply with applicable data laws, including the GDPR. If Seller processes Personal Data on Buyer’s behalf (e.g., crew names), a Data Processing Addendum (DPA) will be executed on request.

11. Liability & Limitation

11.1 Seller shall not be liable for indirect or consequential damages, including loss of profit, revenue, charter income, reputational harm, or loss of opportunity.

11.2 Seller’s liability is capped at amounts paid by Buyer for the specific Deliverables in the 12 months preceding the claim, per claim and in aggregate.

11.3 Buyer may not suspend or withhold payments due to disputes; Seller retains full payment rights.

12. Force Majeure

Seller is not liable for delay/failure due to Force Majeure. If exceeding 60 days, either party may terminate affected Deliverables, with refund of sums paid for undelivered items (including Advance Payment).

13. Termination

13.1 Either party may terminate for material breach not cured within 30 days of notice.

13.2 Seller may terminate immediately for Buyer’s non-payment. In this case, Seller retains the Advance Payment and may claim further costs.

13.3 If Seller terminates without cause, or if performance becomes impossible due to Force Majeure or discontinuation of items, Seller shall refund Buyer any sums paid for undelivered Deliverables, unless Buyer agrees to receive a Credit Note.

13.4 Termination does not relieve Buyer of payment for Deliverables already delivered or branded.

14. Compliance & Ethics

Buyer complies with applicable laws (customs, VAT, product safety, sanctions). Both parties adhere to anti-bribery standards.

15. Governing Law & Jurisdiction

These Terms are governed by French law. Exclusive jurisdiction: Courts of Nice, France. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16. Assignment & Subcontracting

Buyer may not assign obligations without Seller’s written consent. Seller may subcontract performance but remains liable.

17. Severability

If any provision is invalid, the remainder remains enforceable. The parties will replace invalid terms with valid ones closest to the original intent.

18. Entire Agreement

These Terms, together with the accepted Quote (including approved specifications/branding proofs and any written change orders), constitute the entire agreement between the Parties and supersede prior communications. The Order Confirmation/Acknowledgment is evidentiary/administrative only and does not modify the agreement unless expressly agreed in writing by both Parties.

19. No Waiver

Failure or delay to enforce a right does not waive it. Partial exercise does not preclude further exercise.

20. Survival

Obligations relating to payment, retention of title, warranties, liability, IP, and governing law survive termination.

21. Notices

All notices must be in writing and delivered by hand, courier, or email with confirmation of receipt.

22. Electronic Signatures

The parties agree that electronic signatures and electronic records are valid and enforceable.

23. Language

These Terms are available in English and French. In case of dispute, the French version prevails.

ANNEX A — RETURNS, WARRANTY & RMA POLICY

A1. Scope

This Annex governs all returns, warranty claims, and credit notes. No return rights apply except as provided herein.

A2. Conditions for Returns

Returns are only accepted if:

Buyer notified Seller within the claim periods in Terms §7.2 (7 days for visible issues, 30 days for latent defects).
Deliverables are unused, undamaged, clean, and in original packaging with all tags/labels.
Buyer obtained a valid RMA prior to return.
Returns are shipped back by insured and trackable service, at Buyer’s cost and risk, to the address confirmed by Seller’s sales executive.

A3. Non-Returnable Deliverables

Personalised Deliverables (embroidery, printing, names, vessel logos).
Items not suitable for return for hygiene reasons if unsealed or used.
Items inseparably mixed with others after delivery.
Sale, clearance, or discontinued items.

A4. Remedies

If Seller validates the claim, Seller will repair, replace, or issue a Credit Note (valid 12 months). No refunds are issued in B2B trade.

A5. Discretionary Refusal

Seller reserves the right to refuse returns not meeting these conditions.

A6. Exchanges (Defective)

Exchanges are limited to replacement of defective Deliverables, subject to availability.

A7. Exchanges for Non-Personalised Items

At Seller’s discretion, Buyer may request an exchange of certain Deliverables within 30 days of receipt, provided that:

the items are unworn, unwashed, unmarked, and in resalable condition;
the items are not custom-made, specially produced, embroidered, or printed;
Buyer obtains Seller’s prior written approval and a valid RMA;
a restocking fee of up to 20% may apply for items specially ordered from suppliers.

Exchanges are treated as new Orders and subject to Seller’s current prices and lead-times. Seller has no obligation to accept exchanges for items that do not meet the above conditions.